Corporations, financial institutions and individuals have short term cash needs, where “short term” is defined as less than a year, and often solely for a period of a few days or weeks. These short term cash borrowing entities typically have securities (e.g., bonds, notes) that can be sold as collateral, subject to an agreement to repurchase, in order to secure the short term borrowing of the cash. In addition to the borrowing entities that require the short term use of cash, there are other entities (lending entities) that have cash available to lend to others for such short periods of time (e.g., a corporate treasurer who has excess cash that must be invested for a short term) and desire to secure that short term investment with marketable securities, subject to an agreement to resell the securities to the borrowing entity. Interest is paid by the cash borrowing entity to the cash lending entity for the use of the borrowed cash. The interest is usually paid on the maturity date of the borrowing (i.e., the repurchase date).
These short term financing arrangements as described above have historically been called “repo” and “reverse repo” transactions. “Repo” is an abbreviation for repurchase, as in a repurchase of the security. The act of short term borrowing of money in return for the payment of interest and the selling of securities subject to a repurchase of equivalent securities is known as a repo transaction. The complementary act of short term lending of money against a purchase of securities subject to an agreement to resell equivalent securities, and the receipt of interest payments is known as a reverse repo transaction. The party selling the security and agreeing to repurchase an equivalent security is said to engage in a repo transaction and its counterparty engages in a reverse repo transaction. Accordingly, for each repo transaction, there is a reverse repo transaction.
Other economically equivalent securities financing transactions that involve similar transfers of securities with an obligation on the part of the transferee to transfer back to the transferor are: (1) securities loan and securities borrow transactions; (2) buy/sellback or sale buyback transactions; and (3) spot sale with simultaneously executed forward sale transactions. Although not referred to individually in this application, the terms repo and reverse repo as used herein are meant to cover all such similar securities financing transactions that are subject to Financial Accounting Standards Board (“FASB”) Interpretations FIN 41, as more fully described below.
It is possible that the cash lending party and the cash borrowing party communicate and transact directly with each other. Typically, however, the borrowing/lending parties use dealers, brokers and/or broker dealers in the transaction. Dealer to dealer transactions most frequently occur through Interdealer Brokers (“IDBs”). If dealers were to communicate directly with each other, each party knows the identity of the other party, and the economic leverage of one party over the other may be such that acceptable financial terms cannot be reached. Dealers, thus, often use brokers in a blind arrangement in which the two parties do not know the identity of other party to whom they are submitting bids/offers (i.e., the borrower does not know the lender in the bid/offer process and vice versa).
Repo transactions have both accounting and tax implications that vary depending on the applicable accounting and tax regimes. Under U.S. Generally Accepted Accounting Principles (“GAAP”), if the term for the repo and reverse repo transactions match (e.g., both have a 10 day maturity), are with the same counterparty, involve securities that transfer on a net settlement system and are subject to an enforceable netting contract, there is no net effect on the assets or liabilities of either of the parties, and neither of the transactions are required to be reported on the balance sheet of either of the parties. Conversely, if the terms of the two transactions do not match (e.g., the repo transaction is for 5 days and the reverse repo transaction is for 10 days) under GAAP the outstanding transaction must go on the balance sheets of the GAAP reporting entities. The rules for balance sheet netting of securities financing transactions under GAAP are set forth in FIN 41. FIN 41 sets forth the terms and conditions for allowing balance sheet netting of securities financing trades executed with the same counterparty and end dates.
FIG. 1 illustrates one repo and reverse repo transaction according to the prior art. In this example, Party A 100 and Party B 110 illustrate two principals to the transaction. If the principals 100,110 are both netting members of the Government Securities Clearing Corporation (“GSCC”) (not shown in this Fig.) which performs comparison, netting and settlement services for the repo market, and the securities are of the type accepted for matching at the GSCC, the trade would be submitted to the GSCC in order for GSCC to compare and step in as a novated principal to both parties 100, 110. In the first transaction, the “start leg” 120, Party B 110 is said to be executing a repo in that it is selling securities (such as 10 year U.S. treasury note) in return for proceeds of a principal amount of cash. From the perspective of Party A 100, it executes a reverse repo transaction in that it is exchanging the principal amount of cash in return for the purchased securities and agreed upon interest payments. At the end of the term of the repo and reverse repo transactions, the “end leg” 130, the purchased securities are returned to Party B 110 and Party B 110 returns the proceeds as well as the agreed upon interest on the principal amount of cash. Typically this interest is paid at the end of the term of the contract.
FIG. 1 illustrates one transaction, a repo from the viewpoint of Party B 110 and a reverse repo from the viewpoint of Party A 100. In order for FIN41 to apply, each of these parties 100, 110 must execute at least one additional transaction where their roles are reversed, i.e., where Party B 110 does a reverse repo and Party A 100 does a repo. FIN41 sets forth criteria for netting the repos and reverse repos (as well as other securities financing transactions) that a single counterparty such as Party A 100 executes with another single counterparty such as Party B 110.
As stated above, if the terms of the repo and reverse repo transactions match, and other FIN41 criteria are met, there is no net effect on the balance sheets of the entities 100 and 110 under GAAP. Under FIN41, however, if the terms of the transactions are not identical, the transactions must be reported on the balance sheets of the parties (i.e., as an asset or a liability as appropriate). Securities financing trades are typically subject to daily margin call rights based upon the fluctuations in the market value of the purchased securities, but margining of interest rate fluctuations is not customary due to the short term nature of the transactions. Daily collateral price movements and interest rate fluctuations can pose a considerable amount of counterparty credit risk for large and long term transactions.
Accordingly, it is an object of the present invention to provide for increased balance sheet netting under GAAP and a reduction of some of the credit risks associated with the prior art method of managing financing trade contracts as discussed above.